-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ba/B4VicUbaACKIRAHNHcsborjRmLiCeh7TpdJ4L8K87+4dh/Np0iikdDWtJGNAi ejDbQ9mXlvq1A2HraVDqqQ== 0001047469-98-026383.txt : 19980707 0001047469-98-026383.hdr.sgml : 19980707 ACCESSION NUMBER: 0001047469-98-026383 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980706 EFFECTIVENESS DATE: 19980706 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXIOHM TRANSACTION SOLUTIONS INC CENTRAL INDEX KEY: 0000728376 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 942917470 STATE OF INCORPORATION: CA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-58507 FILM NUMBER: 98660370 BUSINESS ADDRESS: STREET 1: 15070 AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 6194513485 MAIL ADDRESS: STREET 1: 15070 AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 FORMER COMPANY: FORMER CONFORMED NAME: DH TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 Registration No. 333- - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ As filed with the Securities and Exchange Commission on July 2, 1998 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AXIOHM TRANSACTION SOLUTIONS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 94-2917470 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 15070 AVENUE OF SCIENCE SAN DIEGO, CALIFORNIA 92128 (619) 451-3485 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) -------------- 1992 STOCK PLAN AXIOHM TRANSACTION SOLUTIONS, INC. OPTIONS (FULL TITLES OF THE PLANS) -------------- WALTER S. SOBON CHIEF FINANCIAL OFFICER 15070 AVENUE OF SCIENCE SAN DIEGO, CALIFORNIA 92128 (619) 451-3485 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) -------------- COPIES TO: HENRY P. MASSEY, JR., ESQ. BRADLEY A. BUGDANOWITZ, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CA 94304 (650) 493-9300 -------------- CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION BE REGISTERED REGISTERED PER SHARE PRICE FEE - ----------------------------------------------------------------------------------------------------- Common Stock, no par value to be issued under 1992 Stock Plan . . . . . . . 500,000 $10.25(1) $5,125,000 $1,512 - ----------------------------------------------------------------------------------------------------- Common Stock, no par value to be issued under Axiohm Transaction Solutions, Inc. Options (3) . . . . 231,118 $7.15(2) $1,652,493.70 $488 - ----------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- Total 731,118 - $6,777,493.70 $2,000 - ----------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the total registration fee. The average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on June 30, 1998 was $10.25. (2) Exercise price of options outstanding. (3) Represents shares issuable to Mr. Unsworth pursuant to written compensation arrangements. PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INFORMATION INCORPORATED BY REFERENCE. The following documents and information heretofore filed with the Securities and Exchange Commission are hereby incorporated by reference: ITEM 3(a) The Company's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 1997, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act") (including those portions of the Company's definitive proxy statement for the Annual Meeting of Shareholders held on April 28, 1998 incorporated by reference therein). ITEM 3(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended April 4, 1998, filed on May 19, 1998. ITEM 3(c) The description of the Common Stock of the Registrant that is contained in the Registration Statement on Form 8-A effective June 25, 1985, as amended, filed under Section 12 of the Exchange Act. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 317 of the California General Corporation Law authorizes a court to award, or a corporation's Board of Directors to grant, indemnity to directors and officers who are parties or are threatened to be made parties to any proceeding (with certain exceptions) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation. This limitation on liability has no effect on a director's liability (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) relating to any transaction from which a director derived an improper personal benefit, 1 (iv) for acts or omissions that show a reckless disregard for the director's duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of a serious injury to the corporation or its shareholders, (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its shareholders, (vi) under Section 310 of the California General Corporation Law (concerning contracts or transactions between the corporation and a director) or (vii) under Section 316 of the California General Corporation Law (directors' liability for improper dividends, loans and guarantees). The provision does not extend to acts or omissions of a director in his or her capacity as an officer. Further, the provision has no effect on claims arising under federal or state securities laws and does not affect the availability of injunctions and other equitable remedies available to the Company's shareholders for any violation of a director's fiduciary duty to the Company or its shareholders. Although the validity and scope of the legislation underlying the provision have not yet been interpreted to any significant extent by the California courts, the provision may relieve directors of monetary liability to the Company for grossly negligent conduct, including conduct in situations involving attempted takeovers of the Company. In accordance with Section 317, the Restated Articles of Incorporation, as amended (the "Articles"), of the Company limit the liability of a director to the Company or its shareholders for monetary damages to the fullest extent permissible under California law, and authorize the Company to provide indemnification to its agents (including officers and directors), subject to the limitations set forth above. The Company's By-Laws further provide for indemnification of corporate agents to the maximum extent permitted by the California General Corporation Law. Pursuant to the authority provided in the Articles, the Company has entered into indemnification agreements with each of its officers and directors, indemnifying them against certain potential liabilities that may arise as a result of their service to the Company, and providing for certain other protection. The Company also maintains insurance policies which insure its officers and directors against certain liabilities. The foregoing summaries are necessarily subject to the complete text of the statute, the Articles, the By-Laws and the agreements referred to above and are qualified in their entirety by reference thereto. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS.
Exhibit Number Document - --------- ------------------------------------------------------------------ 4.1 Certificate of Restated Articles of Incorporation of Registrant -- incorporated by reference to Exhibit 3.3A of the Registrant's Registration Statement on Form S-4, Registration No. 333-41245, declared effective February 17, 1998. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati. 23.1 Consent of Price Waterhouse. 23.2 Consent of KPMG Peat Marwick LLP. 23.3 Consent of Wilson Sonsini Goodrich & Rosati (contained in Exhibit 5.1). 24.1 Power of Attorney -- see Page 4.
2 ITEM 9. UNDERTAKINGS A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Axiohm Transaction Solutions, Inc., a corporation organized and existing under the laws of the State of California, certifies that it has reasonable cause to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania, on the 29th day of May 1998. Axiohm Transaction Solutions, Inc. By: /s/ Walter S. Sobon -------------------------------- Walter S. Sobon Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Janet W. Shanks and Walter S. Sobon, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendment to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ---------------------- -------------------------------- ------------ /s/ Nicolas Dourassoff Chief Executive Officer May 29, 1998 - ---------------------- Director Nicolas Dourassoff (Principal Executive Officer) /s/ Walter S. Sobon Chief Financial Officer May 29, 1998 - ---------------------- (Principal Financial Officer) Walter S. Sobon /s/ Janet W. Shanks Chief Accounting Officer May 29, 1998 - ---------------------- (Principal Accounting Officer) Janet W. Shanks /s/ Patrick Dupuy Co-Chairman of the Board of June 15, 1998 - ---------------------- Directors Patrick Dupuy /s/ Gilles Gibier Co-Chairman of the Board of June 15, 1998 - ---------------------- Directors Gilles Gibier /s/ William H. Gibbs Director May 29, 1998 - ---------------------- William H. Gibbs /s/ Don M. Lyle Director May 30, 1998 - ---------------------- Donald M. Lyle
4 INDEX TO EXHIBITS Number Document ------ --------------------------------------------- 4.1 Certificate of Restated Articles of Incorporation of Registrant -- incorporated by reference to Exhibit 3.3A of the Registrant's Registration Statement on Form S-4, Registration No. 333-41245, declared effective February 17, 1998. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati. 23.1 Consent of Price Waterhouse. 23.2 Consent of KPMG Peat Marwick LLP. 23.3 Consent of Wilson Sonsini Goodrich & Rosati (contained in Exhibit 5.1). 24.1 Power of Attorney -- see Page 4. EX-5.1 2 EXHIBIT 5.1 Exhibit 5.1 [Letterhead of Wilson Sonsini Goodrich & Rosati] July 1, 1998 Axiohm Transaction Solutions, Inc. 15070 Avenue of Science San Diego, California 92128 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about July 1, 1998 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of a total of 731,118 shares of your Common Stock reserved for issuance under the 1992 Stock Option Plan and under written compensation arrangements with Mr. Unsworth (collectively the "Plans"). As legal counsel for Axiohm Transaction Solutions, Inc., we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares. It is our opinion that, when issued and sold in the manner referred to in the Plans and pursuant to the agreement which accompanies each grant under the Plans, the Shares will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever it appears in the Registration Statement and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 12, 1997 (except as to Note 19, which is as of January 9, 1998) appearing on page F-2 of the Annual Report on Form 10-K of Axiohm Transaction Solutions, Inc. For the year ended December 31, 1997. Price Waterhouse /s/ Price Waterhouse Paris, France June 30, 1998 EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors and Shareholders Axiohm Transactions Solutions, Inc.: We consent to the use of our report incorporated by reference herein. /s/ KPMG Peat Marwick LLP San Diego, California June 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----